<PAGE>
[LETTERHEAD]
March 31, 1998
To Our Shareholders:
Our annual meeting of shareholders will be held this year in Portland,
Oregon and you are cordially invited to attend.
<TABLE>
<S> <C>
Date: Wednesday, May 13, 1998
Time: 1:30 p.m.
Place: The Oregon Convention Center
777 NE Martin Luther King, Jr. Boulevard
Portland, Oregon
</TABLE>
The official business portion of the meeting will cover the items described
in the notice of the annual meeting and the proxy statement that are attached.
Management will also report on operations and other matters affecting the
Company, followed by a question and answer session. After the meeting, officers
and directors will be available to visit with shareholders.
Should you have any questions about any of the matters to be considered at
the meeting, we would be happy to hear from you.
Sincerely,
[SIG]
PRESIDENT AND CHIEF EXECUTIVE OFFICER
[SIG]
CHAIRMAN
P.S. A significant number of our shareholders own less than 100 shares each.
Regardless of the number of shares you own, your vote is important. The
prompt return of your proxy will save follow-up expenses and assure proper
representation at the meeting.
[ADDRESS]
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders of PACIFICORP:
The 1998 Annual Meeting of Shareholders of PacifiCorp will be held at The
Oregon Convention Center, 777 NE Martin Luther King, Jr. Boulevard, Portland,
Oregon, on Wednesday, May 13, 1998, at 1:30 p.m. Pacific Daylight Time, for the
following purposes:
1. to elect four Class II directors, each to serve for a term of three
years, and until their successors are duly elected and qualified;
2. to act on the proposed ratification of the appointment of Deloitte &
Touche LLP to serve as independent auditor of the Company for the year
1998; and
3. to transact such other business as may properly come before the meeting.
Only shareholders of record at the close of business on March 13, 1998 will
be entitled to notice of and to vote at the Annual Meeting and any adjournment
thereof. The meeting is subject to adjournment from time to time as the
shareholders present in person or by proxy may determine.
All shareholders who find it convenient to do so are cordially invited to
attend the meeting in person.
Whether or not you plan to attend, please sign, date and return the
accompanying form of proxy in the enclosed postage paid return envelope. We
shall appreciate your giving this matter your prompt attention.
By Order of the Board of Directors
Sally A. Nofziger
VICE PRESIDENT AND CORPORATE SECRETARY
Portland, Oregon
March 31, 1998
<PAGE>
PACIFICORP
VWXYZ
700 NE MULTNOMAH
PORTLAND, OREGON 97232
------------
PROXY STATEMENT
---------------------
A proxy in the accompanying form is solicited by the Board of Directors of
PacifiCorp, an Oregon corporation ("Company"), for use at the meeting of
shareholders to be held at The Oregon Convention Center, 777 NE Martin Luther
King, Jr. Boulevard, Portland, Oregon, on Wednesday, May 13, 1998, at 1:30 p.m.
Pacific Daylight Time, and at any adjournment or adjournments thereof. The
approximate date this proxy statement and accompanying proxy card are first
being sent to shareholders is March 31, 1998.
Any person giving a proxy in the form accompanying this proxy statement has
the power to revoke it at any time before its exercise. The proxy may be revoked
by filing with the Corporate Secretary of the Company an instrument of
revocation or a duly executed proxy bearing a later date. The proxy may also be
revoked by electing to vote in person while in attendance at the meeting in
Portland. However, a shareholder who attends the meeting need not revoke the
proxy and vote in person, unless so desired.
The shares represented by each proxy will be voted in accordance with the
instructions specified in the proxy, if given. If a signed proxy is returned
without instructions, it will be voted for the directors and for approval of
Deloitte & Touche LLP as auditor and in accordance with this proxy statement on
any other business that may properly come before the meeting. Directors are
elected by a plurality of the votes cast by holders of the shares entitled to
vote at the Annual Meeting if a quorum is present. Abstentions and broker
non-votes are counted for purposes of determining whether a quorum exists at the
Annual Meeting, but are not counted for any purpose in determining whether a
proposal is approved and have no effect on the determination of whether a
plurality exists with respect to a given nominee.
The Company's outstanding voting securities at March 13, 1998 consisted of
297,215,100 shares of Common Stock, 126,533 shares of 5% Preferred Stock,
288,499 shares of Serial Preferred Stock, 1,000,000 shares of $7.70 No Par
Serial Preferred Stock and 750,000 shares of $7.48 No Par Serial Preferred
Stock, each of which is entitled to one vote on all matters to be presented at
the meeting. Only shareholders of record at the close of business on March 13,
1998 will be entitled to notice of and to vote at the meeting and any
adjournment thereof. See "Security Ownership of Certain Beneficial Owners and
Management" for information concerning beneficial ownership of the Company's
stock.
2
<PAGE>
1. ELECTION OF DIRECTORS
The persons named in the proxy will vote your stock for the election of four
directors to serve in Class II of the Company's Board of Directors for terms
expiring at the Annual Meeting in the year 2001 and until their successors shall
be duly elected and qualified. If any of the nominees becomes unavailable for
election for any reason (none currently being known), the proxy holders will
have discretionary authority to vote pursuant to the proxy for a suitable
substitute or substitutes. Each nominee for director to serve in Class II is now
serving on the Board. There are no family relationships among the directors and
executive officers of the Company.
The Board of Directors is divided into three classes: Class I, Class II and
Class III, each class as nearly equal in number as possible. The directors in
each class hold office for three-year terms. The four current Class II
directors, whose present terms expire in 1998, are being proposed for election
for new three-year terms (expiring in 2001) at this Annual Meeting. The tables
that follow include information with respect to each director's business
experience for the past five years. See "Security Ownership of Certain
Beneficial Owners and Management" for information concerning share ownership of
nominees and directors.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THESE NOMINEES.
NOMINEES FOR ELECTION AT THE 1998 ANNUAL MEETING
<TABLE>
<CAPTION>
DIRECTOR
NAME, AGE, CLASS, PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
- ------------------------------------------------------------------------------ -----------
<S> <C>
Kathryn A. Braun, 46 (Class II, 2001) 1994
President and Chief Operating Officer, Personal Storage Division, since
1997, formerly Executive Vice President, Western Digital Corporation, a
computer equipment company, Irvine, California, 1978-1997; Director of
Artisoft, Inc.
Robert G. Miller, 53 (Class II, 2001) 1994
President and Chief Executive Officer, since 1997, formerly Chairman, Fred
Meyer, Inc., a retail merchandising company, Portland, Oregon, since 1991;
Director of SMG II Holdings Corporation.
Alan K. Simpson, 66 (Class II, 2001) 1997
formerly U.S. Senator, 1979-1996; Director of IDS Mutual Fund Group and
Biogen, Inc.
Verl R. Topham, 63 (Class II, 2001) 1994
Senior Vice President and General Counsel of the Company since 1994;
formerly President, Utah Power & Light Company, 1990-1994; Director of
Powercor Australia Ltd.
DIRECTORS WHOSE TERMS CONTINUE
W. Charles Armstrong, 53 (Class I, 2000) 1996
Consultant, East Sound, Washington; formerly Chief Executive Officer of
Epitope, Inc., May-November 1997; formerly Chief Executive Officer, Bank of
America Oregon, 1992-1996; President and Chief Operating Officer, Honfed
Bank, 1989-1992; Director of Epitope, Inc. and Agritope, Inc.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DIRECTOR
NAME, AGE, CLASS, PRINCIPAL OCCUPATION AND OTHER DIRECTORSHIPS SINCE
- ------------------------------------------------------------------------------ -----------
<S> <C>
Frederick W. Buckman, 52 (Class III, 1999) 1994
President and Chief Executive Officer of the Company, since 1994; formerly
President and Chief Executive Officer of Consumers Power Company, Jackson,
Michigan, 1992-1994; Director of Standard Insurance Company, PacifiCorp
Group Holdings Company and Powercor Australia Ltd.
C. Todd Conover, 58 (Class I, 2000) 1991
President and Chief Executive Officer, The Vantage Company, a business
consulting firm, Los Altos, California, since 1992; formerly General
Manager, Finance Industry Group, Tandem Computers Incorporated, 1994-1995;
Director of Blount International, Inc., Tracy Bankshares, Inc. and
PacifiCorp Group Holdings Company.
Nolan E. Karras, 53 (Class I, 2000) 1993
President, The Karras Company, Inc., investment advisers, Roy, Utah, since
1983; formerly Member of Utah House of Representatives, 1981-1990; Speaker
of the House, 1989-1990; Director of PacifiCorp Group Holdings Company.
Keith R. McKennon, 64 (Class I, 2000) 1990
Chairman of the Board, since 1994; formerly Chairman (1992-1994) and Chief
Executive Officer (1992-1993), Dow Corning Corporation, Midland, Michigan;
Executive Vice President and Director, The Dow Chemical Company, 1990-1992;
President, Dow Chemical USA, 1987-1990.
Don M. Wheeler, 69 (Class III, 1999) 1989
Chairman and Chief Executive Officer, ICM Equipment Company, a materials
handling and rental services company, Salt Lake City, Utah, since 1996;
formerly Chairman, Chief Executive Officer, and President and General
Manager, Wheeler Machinery Company, 1955-1996.
Nancy Wilgenbusch, 50 (Class III, 1999) 1986
President, Marylhurst College, Portland, Oregon, since 1984; Director of
Federal Reserve Bank, Portland Branch, Cascade Corporation, and Powercor
Australia Ltd.
Peter I. Wold, 50 (Class III, 1999) 1995
Partner, Wold Oil & Gas Company, an oil and gas exploration and production
company, Casper, Wyoming, since 1981; Director of Federal Reserve Bank of
Kansas City, Denver Branch.
</TABLE>
4
<PAGE>
DIRECTOR COMPENSATION AND
CERTAIN TRANSACTIONS
The Company's directors other than officers currently are compensated for
their board service by a combination of cash and Company Common Stock under a
Non-Employee Directors' Stock Compensation Plan that seeks to increase the
community of interest between the Company's shareholders and its directors.
Under this plan, non-employee directors of the Company are granted approximately
$75,000 worth of the Company's Common Stock every five years. Non-employee
directors having fewer than five years of service remaining before reaching
retirement age receive stock valued at approximately $15,000 for each remaining
year. Stock granted under this plan vests over the five-year period following
the grant or shorter period to retirement, and unvested shares are forfeited if
the recipient ceases to be a director. The shares are purchased in the market
with funds supplied by the Company, and the certificates are then held by the
Company until the shares vest. During 1997, an aggregate of 14,355 shares
previously granted under the plan vested.
The Company's directors other than officers currently receive the balance of
their compensation in the form of cash. They are paid $16,000 per year plus $750
for each Board or committee meeting attended. Mr. McKennon is paid $155,000 per
year in Company Common Stock for his service as Chairman of the Board, plus his
$15,000 per year participation in the Non-Employee Directors' Stock Compensation
Plan. Members of the Executive Committee and chairs of the other committees of
the Board are paid an additional $2,500 per year. Non-employee members of the
regional boards are paid $9,000 per year plus $600 for each board or
subcommittee meeting attended. Chairs of the subcommittees of those boards
receive $750 for each subcommittee meeting attended. See "Regional Boards." In
addition, members of the Utah Board who are former directors of Utah Power &
Light Company, including Messrs. Peterson and Wheeler, participate in a
retirement plan under which they are eligible to receive benefits of $560 per
month upon retirement at age 65 or older and certain death benefits.
During 1997, Messrs. Conover and Karras received $13,000 and $3,250 in
directors' fees, respectively, from PacifiCorp Group Holdings Company, formerly
known as PacifiCorp Holdings, Inc. ("PGHC"); Dr. Wilgenbusch and Mr. Karras
received $15,000 each in directors' fees from Pacific Telecom, Inc. ("Pacific
Telecom"), a former subsidiary of the Company, and Dr. Wilgenbusch received
$11,250 in directors' fees from Powercor Australia Ltd. ("Powercor").
Mr. Wheeler was Chairman and Chief Executive Officer of Wheeler Machinery
Company, a company engaged in sales and service of large earth-moving and
grading equipment, engines and related machinery, until July 1996 when he became
Chairman and Chief Executive Officer of ICM Equipment Company ("ICM"). ICM is a
materials handling and rental services company serving industrial construction
and mining markets in the intermountain area and a former division of Wheeler
Machinery Company. Mr. Wheeler continues to serve as a director of Wheeler
Machinery Company. In January 1998, the assets of ICM were sold to ICM Equipment
Company L.L.C. Mr. Wheeler owns a significant interest in the new company and
serves as its Chairman and Chief Executive Officer.
During 1997, the Company and its subsidiaries purchased equipment and
services from Wheeler Machinery Company in the ordinary course of business for a
total of approximately $2,011,738. Of this amount, $984,206 was purchased from
ICM and $1,027,532 was purchased from Wheeler Machinery Company. Richard E.
Wheeler, Mr. Wheeler's brother, is the owner of Wyoming Machinery Company.
During 1997, the Company and its subsidiaries purchased equipment and services
from Wyoming Machinery Company in the ordinary course of business for a total of
approximately $9,988,897. The Company believes that the terms of these
transactions were no less favorable to the Company than those available from
other parties. Similar purchases have been made by the Company or its
predecessors from these companies since 1951.
5
<PAGE>
BOARD COMMITTEES
The Board of Directors is responsible for the overall affairs of the
Company. To assist in carrying out its responsibilities, the Board has delegated
certain authority to several standing committees. The Board generally appoints
members of committees at its Annual Meeting in May of each year. The membership
of these committees as of March 31, 1998 is as follows:
<TABLE>
<CAPTION>
EXECUTIVE COMMITTEE COMMITTEE ON DIRECTORS AUDIT COMMITTEE
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Keith R. McKennon* C. Todd Conover* Nancy Wilgenbusch*
Frederick W. Buckman Alan K. Simpson Kathryn A. Braun
C. Todd Conover Don M. Wheeler Nolan E. Karras
Nolan E. Karras Peter I. Wold Alan K. Simpson
Robert G. Miller Don M. Wheeler
Nancy Wilgenbusch
<CAPTION>
PERSONNEL COMMITTEE FINANCE COMMITTEE PRICING COMMITTEE
- ------------------------------ ------------------------------ ------------------------------
<S> <C> <C>
Nolan E. Karras* Robert G. Miller* Frederick W. Buckman
W. Charles Armstrong W. Charles Armstrong Verl R. Topham
Kathryn A. Braun Frederick W. Buckman
Robert G. Miller C. Todd Conover
Nancy Wilgenbusch Peter I. Wold
</TABLE>
- ------------------------
* Chair
The Executive Committee held four meetings in 1997. The committee has and
may exercise all of the powers of the Board during the intervals between its
meetings that may be lawfully delegated, subject to such limitations as may be
provided by resolution of the Board.
The Committee on Directors seeks and recommends specific candidates for
directors. In addition, the Committee on Directors reviews and recommends to the
Board policies on the qualifications, tenure, compensation and retirement of
directors and monitors compliance by individual directors with the policies
adopted by the Board. Shareholders who wish to submit names to the Committee on
Directors for consideration should do so in writing addressed to the Committee
on Directors, c/o Corporate Secretary, PacifiCorp, 700 NE Multnomah, Portland,
Oregon 97232. The Committee on Directors held five meetings in 1997.
The Audit Committee held five meetings in 1997. It nominates the independent
auditor of the Company for approval by the Board of Directors and the
shareholders, reviews the planned scope and results of the annual audit, confers
with the independent auditor and reviews its recommendations with respect to
accounting, internal controls and other matters, and confers periodically with
accounting officers of the Company. The Audit Committee also reviews assessments
of risk within each organizational unit and important regulatory and accounting
pronouncements, meets with management and the internal auditors to review the
scope and results of internal audit activity, as appropriate, and periodically
reviews the adequacy of the Company's accounting and financial personnel
resources. The Audit Committee reports the results of its reviews and meetings
to the Board.
The Personnel Committee makes recommendations to the Board on executive
compensation plans, approves salaries for officers of the Company and
significant compensation and benefit changes, and administers the Long-Term
Incentive Plan, the Supplemental Executive Retirement Plan, the Compensation
Reduction Plan, the PacifiCorp Stock Incentive Plan and the Executive Severance
Plan. The Committee consists of five directors who are not current or former
officers or employees of the Company or any of its subsidiaries. The Personnel
Committee held six meetings in 1997. See "Personnel Committee Report on
Executive Compensation" below.
6
<PAGE>
The Finance Committee, to the extent authority is delegated to it by the
Board with respect to each issuance of securities, approves the final terms of
issuance. The committee also consults with appropriate officers of the Company
concerning requirements for capital, the condition of the capital markets and
the most appropriate means of obtaining capital as needed from time to time. The
committee also reviews the general terms of proposed financing when requested by
the Chairman of the Board, the President or any Vice President, and reports
thereon to the Board. The Board has delegated to the Finance Committee
responsibility for review and approval of the Company's interest, currency rate
and other hedging arrangements, as well as oversight responsibility with respect
to derivative products involving electricity and other commodities. It held
seven meetings in 1997.
The Pricing Committee, to the extent authority is delegated to it by the
Board of Directors with respect to each issuance of securities, approves the
final terms of issuance within parameters set by the Board. The Pricing
Committee also authorizes redemptions of the Company's debt and equity
securities in accordance with their terms. The Pricing Committee held one
meeting during 1997.
The Board of Directors held eleven meetings in 1997, and it took action by
consent on two occasions. All Board members except Ms. Braun attended at least
75% of the aggregate of the meetings of the Board and the committees of which
they were members.
REGIONAL BOARDS
In February 1995, the Board of Directors established the Pacific Board, the
Utah Board and the Wyoming Board, each of which has been delegated certain
responsibilities relating to the business and operations of the Company in a
designated service territory, including review of policies and practices with
respect to customer service and strategic planning. Membership of these boards
includes persons who are not directors of the Company. In 1997, each of these
Boards held four meetings. The Australian Regional Board was organized during
1997 but has not yet held a meeting.
<TABLE>
<CAPTION>
PACIFIC BOARD UTAH BOARD WYOMING BOARD
- ------------------------------ --------------------------- ---------------------------------
<S> <C> <C>
John A. Bohling,* Chair Steven D. Bennion Deborah Healy Hammons*
William B. Douglas* John A. Bohling,* Chair John W. Hay III*
M. K. Felt* Nolan E. Karras Brent R. Kunz*
Michael D. Naumes* Chase N. Peterson* Thomas A. Lockhart,* Chair
Linda Shelk* Peggy A. Stock* Maggi Maier Murdock*
Ethel Simon-McWilliams* Verl R. Topham Verl R. Topham
Verl R. Topham Don M. Wheeler Peter I. Wold
<CAPTION>
AUSTRALIAN BOARD
- ------------------------------
<S> <C> <C>
Megan Cornelius*
Grant Latta*
Daniel L. Spalding,* Chair
</TABLE>
- ------------------------
* Not a director of the Company
7
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 1, 1998
regarding the beneficial ownership of the Company's Common Stock by (i) each
director or nominee for director of the Company, (ii) each of the executive
officers named in the Summary Compensation Table below, and (iii) all executive
officers and directors of the Company as a group. As of March 1, 1998, each of
the directors and executive officers identified below and all executive officers
and directors of the Company as a group owned less than 0.3% of the Company's
Common Stock. No person is known by the Company to be the beneficial owner of
more than 5% of any class of the Company's stock.
<TABLE>
<CAPTION>
BENEFICIAL OWNER NUMBER OF SHARES(1)
- ------------------------------------------------------------------------- -------------------
<S> <C>
Directors and Nominees
W. Charles Armstrong................................................... 4,560
Kathryn A. Braun....................................................... 4,260
Frederick W. Buckman................................................... 186,985
C. Todd Conover........................................................ 11,567
Nolan E. Karras........................................................ 7,858
Keith R. McKennon...................................................... 45,041
Robert G. Miller....................................................... 4,286
Alan K. Simpson........................................................ 3,800
Verl R. Topham......................................................... 69,282
Don M. Wheeler......................................................... 15,938
Nancy Wilgenbusch...................................................... 9,943
Peter I. Wold.......................................................... 9,071
Nondirector Executive Officers
John A. Bohling........................................................ 51,468
Richard T. O'Brien..................................................... 47,485
Dennis P. Steinberg.................................................... 55,044
All executive officers and
directors as a group (26 persons)...................................... 815,063
</TABLE>
- ------------------------
(1) Includes ownership of (a) shares held by family members even though
beneficial ownership of such shares may be disclaimed, (b) shares granted
and subject to vesting as to which the individual has voting but not
investment power under individual compensation arrangements or one or more
of the stock-based compensation plans of the Company and (c) shares held for
the account of such persons pursuant to the Compensation Reduction Plan.
8
<PAGE>
2. APPOINTMENT OF INDEPENDENT AUDITOR
The Board of Directors, on recommendation of the Audit Committee and subject
to ratification by shareholders, has appointed Deloitte & Touche LLP to perform
an examination of the consolidated financial statements of the Company and its
subsidiaries for the year 1998 and to render its opinion thereon.
Deloitte & Touche LLP is an international accounting firm with substantial
experience in public utility accounting matters, an accounting area subject to
detailed regulation at both the national and state levels. The firm has acted as
independent auditor for PacifiCorp since 1933 and has competent, professionally
qualified personnel who are familiar with the history and operations of the
Company. Deloitte & Touche LLP follows the established guidelines for periodic
rotation of audit personnel for companies that are reporting companies under the
Securities and Exchange Act of 1934 (the "Exchange Act"), as amended. The
purpose of this planned rotation is to periodically introduce a fresh view of
the client's operations without losing the benefits of continuity. The Board of
Directors believes that the firm is well qualified to serve as the Company's
independent auditor for 1998.
Representatives of the firm are expected to be present at the Annual Meeting
with an opportunity to make a statement if they desire to do so and to be
available to respond to appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
9
<PAGE>
PERSONNEL COMMITTEE REPORT
ON
EXECUTIVE COMPENSATION
The Personnel Committee of the Board of Directors, which is composed
entirely of independent, non-employee directors, is responsible for approving
compensation levels for officers of the Company, administering executive
compensation plans as authorized by the Board and recommending executive
compensation plans and compensation of the Chief Executive Officer to the Board
for approval. The Committee is also responsible for approving incentive plans
for all employees, salary structure and merit programs for senior management and
changes in policy relating to employee benefits. Following is the report of the
Personnel Committee describing the components of the Company's executive
compensation program and the basis upon which 1997 compensation determinations
were made.
COMPENSATION PHILOSOPHY
It is the philosophy of the Company that executive compensation be linked
closely to corporate performance and increases in shareholder value. The
Company's compensation program has the following objectives:
- Provide competitive total compensation that enables the Company to attract
and retain key executives.
- Provide variable compensation opportunities that are linked to
performance.
- Establish an appropriate balance between incentives focused on short-term
objectives and those encouraging sustained superior earnings performance
and increases in shareholder value.
Qualifying compensation for deductibility under IRC Section 162(m), which
limits to $1,000,000 the annual deduction by a publicly held corporation of
compensation paid to any executive except with respect to certain forms of
incentive compensation that qualify for exclusion, is one of the important
factors the Committee considers in designing its incentive compensation
arrangements. However, although it is the Committee's intent to design and
administer compensation programs that maximize deductibility, the Committee
views the objectives outlined above as more important than compliance with the
technical requirements necessary to exclude compensation from the deductibility
limit of IRC Section 162(m). Nevertheless, the Committee believes that nearly
all compensation paid to the executive officers for services rendered in 1997 is
deductible.
COMPENSATION PROGRAM COMPONENTS
The Personnel Committee, assisted by its outside consultant, evaluates the
total compensation package of executives annually in relation to competitive pay
levels. Given the increasingly competitive and complex global environment in
which the Company must operate and the competitive marketplace for executive
talent required for future success, in 1996 the Company reevaluated its
historical practice of using the electric utility industry as its primary market
reference point. The Committee decided that, beginning in 1997, it would make
the transition over the next few years to a primary focus for its market-based
comparisons on the relevant industry for each officer, which may be general
industry for certain officer classifications. The Committee took actions in 1997
to align the Company's long-term incentive arrangements more closely with
general industry practice for all officer classifications.
Other than long-term incentives, the Committee utilized the electric utility
industry as its exclusive basis for market comparison for positions with a
principal focus on electric operations. For positions with a corporate-wide
focus, the Committee began the transition toward general industry comparisons by
using a weighting of approximately 67% electric utility industry and 33% general
industry. Although most of the electric utility companies represented in the
performance graph set forth below are part of the Company's comparison group,
not all of these companies are considered the Company's competitors for
executive
10
<PAGE>
talent. For officers with responsibilities outside the electric operations,
relevant industry data were used for comparison. In all cases, compensation is
targeted at market average levels, with a recognition that compensation greater
than market average requires that Company performance exceed the average
performance of peer companies.
The Company's executive compensation programs have three principal elements:
base salary, annual incentive compensation and long-term incentive compensation
as described below.
BASE SALARIES
Base salaries and target incentive amounts are reviewed for adjustment at
least annually based upon competitive pay levels, individual performance and
potential, and changes in duties and responsibilities. Base salary and the
incentive target are set at a level such that total annual compensation for
satisfactory performance would approximate the midpoint of pay levels in the
comparison group used to develop competitive data. In 1997, the base salaries of
executive officers were increased, based on market analysis, within a range of
0% to 20% to reflect competitive market changes and changes in the
responsibilities of some officers.
ANNUAL INCENTIVES
All electric operations employees participated in an annual incentive plan
during 1997. Awards under the plan were to be earned based upon such factors as
Company earnings per share and business unit and individual performance in
relation to established objectives. The relative weights of the performance
criteria varied among organizational units in accordance with the nature of
their operations.
All corporate officers, including those listed in the Summary Compensation
Table, participated in the PacifiCorp Executive Incentive Program ("Executive
Incentive Program"). Performance goals included Company earnings per share. All
Executive Incentive Program participants may have their incentive awards
modified by safety performance and their individual performance, relative to
established objectives, as evaluated by their immediate supervisor. Safety is a
negative modifier, and individual performance can modify the award between zero
and 120%. The maximum award from the Executive Incentive Program for all
participants is 150% of their guideline award. Mr. Buckman and other staff
officers, including those listed in the Summary Compensation Table, did not
receive an award in 1997. While earnings per share exceeded the target
established for the year, the Committee has established a policy of excluding
unusual or non-recurring gains and losses. After excluding the gains from the
disposition of assets in 1997, the earnings per share threshold was not
achieved. In future years, the Committee may exclude unusual or non-recurring
losses which could result in a payment under the Executive Incentive Program
when earnings per share may not appear to have been improved.
LONG-TERM INCENTIVES
As part of the Committee's comprehensive review of the Company's
compensation program in 1996, the Company's outside consultant completed an
assessment of the long-term incentive component of the Company's executive
compensation program. The results of that assessment indicated that the
long-term incentive component of overall compensation was lower than general
industry levels and, unlike general industry, did not include stock options. The
Committee had been considering the use of stock options to focus executives on
stock price appreciation to better prepare the Company for the complex and
competitive environment it will face in the future and to better align the
Company's pay practices with those of general industry. As an initial step, in
1996, the Board of Directors approved the Stock Incentive Plan. The Stock
Incentive Plan, approved by the shareholders in 1997, allows the Board to grant
stock options. In June, 1997, stock options were granted to key management
employees, including all executive officers, as listed in the Summary
Compensation Table. The Committee will discontinue using the current
11
<PAGE>
PacifiCorp Long-Term Incentive Plan ("Long-Term Plan") for future grants of
restricted stock beginning in 1998, but intends to make similar awards under the
Stock Incentive Plan.
The Long-Term Plan was established to provide stock-based incentives in the
form of annual grants of restricted stock coupled with a requirement that
participants invest their own personal resources in the stock of the Company.
The objective of the Long-Term Plan has been to align the interests of executive
employees with those of shareholders, provide an opportunity to link grant size
to achievement of performance and provide a strong compensation element for the
retention of key employees.
The Long-Term Plan provides for grants of restricted stock based on past
performance rather than target awards for future performance cycles. The
Long-Term Plan provides that the Committee may vary the grants each year based
on a subjective assessment of the Company's overall performance in relation to
long-term goals and plans. In determining the individuals to whom awards will be
made and the amounts of the grants, the Committee considers criteria such as the
following: (i) total shareholder return relative to peer companies; (ii)
earnings per share growth over time relative to peer companies; (iii)
achievement of long-term goals, strategies and plans; and (iv) maintenance of
competitive position. Shares awarded under the Long-Term Plan are subject to
such terms, conditions and restrictions as may be determined by the Committee to
be consistent with the purpose of the Long-Term Plan and the best interests of
the shareholders. The restrictions may include stock transfer restrictions and
forfeiture provisions designed to facilitate the achievement by participants of
specified stock ownership goals. Grants of restricted stock made under the
Long-Term Plan in 1995, 1996 and 1997 to the named executive officers are shown
in the Summary Compensation Table below.
COMPENSATION OF THE CHIEF EXECUTIVE OFFICER
In February 1997, the Board approved a grant of 21,000 shares of restricted
stock to Mr. Buckman under the Long-Term Plan based on improvements in the
Company's 1996 performance, including expansion of its domestic operations in
the eastern United States and the performance of its international operations.
In February 1997, the Board also approved the grant to Mr. Buckman of
non-qualified stock options for 165,000 shares as part of its effort to motivate
and reward stock price appreciation. In 1997, the Board approved a merit and
market equity salary increase of 15% and a 5% increase in Mr. Buckman's annual
incentive target.
PERSONNEL COMMITTEE
Nolan E. Karras, Chair
W. Charles Armstrong
Kathryn A. Braun
Robert G. Miller
Nancy Wilgenbusch
12
<PAGE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
AMONG THE COMPANY, S&P 500 INDEX AND THE S&P ELECTRIC INDEX
The following graph provides comparisons of the annual percentage change in
the cumulative total shareholder return on the Company's Common Stock, with the
cumulative total return of (a) the S&P Electric Index, and (b) the S&P 500
Index. The comparisons assume that $100 was invested on December 31, 1992 in the
Company's Common Stock and in each of the foregoing indices and assumes the
reinvestment of dividends.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL
RETURN
<S> <C> <C> <C>
PacifiCorp S & P 500 S & P Electrics
1992 $ 100.00 $ 100.00 $ 100.00
1993 $ 103.78 $ 110.01 $ 112.56
1994 $ 103.94 $ 111.51 $ 97.96
1995 $ 127.98 $ 153.26 $ 128.28
1996 $ 130.70 $ 188.36 $ 127.82
1997 $ 182.45 $ 251.12 $ 161.13
</TABLE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
PacifiCorp................................. $ 100.00 103.78 103.94 127.98 130.70 182.45
S & P 500.................................. $ 100.00 110.01 111.51 153.26 188.36 251.12
S & P Electrics............................ $ 100.00 112.56 97.96 128.28 127.82 161.13
</TABLE>
13
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning compensation for
services in all capacities to the Company and its subsidiaries for fiscal years
ended December 31, 1997, 1996, and 1995 of the person who was the Chief
Executive Officer of the Company during 1997 and the other four most highly
compensated executive officers of the Company during 1997.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION(1) COMPENSATION AWARDS
-------------------------------------- -----------------------
RESTRICTED SECURITIES
STOCK UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION SALARY(2) ANNUAL BONUS(3) AWARD(4) OPTIONS COMPENSATION(5)
- --------------------------------- ---------- --------------- ---------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Frederick W. Buckman ............ 1997 $ 635,004 $ 469,848 165,000 $ 9,022
President and Chief 1996 590,000 $ 486,750 498,419 8,350
Executive Officer 1995 570,002 88,500 288,946 8,218
Richard T. O'Brien .............. 1997 $ 287,500 $ 127,530 41,000 7,690
Senior Vice President 1996 215,627 135,000 505,557 7,811
and Chief Financial 1995 178,502 17,520 28,313 7,729
Officer
John A. Bohling ................. 1997 $ 285,000 $ 145,429 41,000 10,092
Senior Vice President 1996 240,000 144,000 169,292 7,846
1995 241,000 103,813 7,804
Dennis P. Steinberg ............. 1997 $ 280,002 $ 145,429 41,000 8,010
Senior Vice President 1996 220,008 132,000 469,292 7,817
1995 190,836 103,813 7,804
Verl R. Topham .................. 1997 $ 277,500 $ 127,530 35,000 8,737
Senior Vice President 1996 270,000 162,000 281,190 7,889
and General Counsel 1995 280,000 103,813 7,853
</TABLE>
- ------------------------
(1) May include amounts deferred pursuant to the Compensation Reduction Plan,
under which key executives and directors may defer, until retirement or a
preset future date, receipt of cash compensation to a stock account to be
invested in Company Common Stock or to a cash account on which interest is
paid at a rate equal to the Moody's Intermediate Corporate Bond Yield for Aa
rated Public Utility Bonds.
(2) Base salary for named officers did not increase in 1996. 1995 and 1997
increases in annual compensation include both increases in base salary and
lump sum payments that were effective July 1, 1995 and July 1, 1997,
respectively. Allocations between a base salary increase and a lump sum
payment differed among officers. Accordingly, the amount shown for 1995 may
appear greater or less than the base salary for 1996.
(3) Please refer to the Personnel Committee Report on Executive Compensation for
a description of the Company's annual executive incentive plans. Incentive
amounts are reported for the year in which the related services were
performed.
(4) Includes restricted stock grants made in (a) February 1997, 1996 and 1995
pursuant to the Long-Term Plan, (b) March 1996 as special recognition for
1995 performance and (c) August 1996 under the Stock Incentive Plan. In
general, restricted stock awards vest over a four-year period from the date
of grant, subject to compliance with the stock ownership and other terms of
the grant. At December 31, 1997, the aggregate value of all restricted stock
holdings, based on the market value of the shares at December 31, 1997,
without giving effect to the diminution of value attributed to the
restrictions on
14
<PAGE>
such stock, and the aggregate number of restricted share holdings of Messrs.
Buckman, O'Brien, Steinberg, Bohling and Topham were $1,243,812, $685,680,
$723,999, $416,733 and $508,749 and 45,540, 25,105, 26,508, 15,258, and
18,627, respectively. Regular quarterly dividends are paid on the restricted
stock. Participants may defer receipt of restricted stock awards to their
stock accounts under the Compensation Reduction Plan.
(5) Amounts shown for 1997 include (a) contributions of $7,500 to the PacifiCorp
K Plus Employee Savings and Stock Ownership Plan for each of Messrs.
Buckman, O'Brien, Steinberg, Bohling and Topham and (b) $1,522, $190, $510,
$2,592 and $1,237 for the portion of premiums on term life insurance
policies for Messrs. Buckman, O'Brien, Steinberg, Bohling and Topham,
respectively, paid by the Company. These benefits are available to all
employees.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE
--------------------------- AT ASSUMED ANNUAL RATES
NUMBER OF % OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION --------------------------
NAME GRANTED(1) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
- ---------------------------------- ----------- -------------- ----------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Frederick W. Buckman.............. 165,000 10.88% $ 19.75 6/3/07 $ 2,049,410 $ 5,193,608
Richard T. O'Brien................ 41,000 2.70% $ 19.75 6/3/07 $ 509,247 $ 1,290,533
John A. Bohling................... 41,000 2.70% $ 19.75 6/3/07 $ 509,247 $ 1,290,533
Dennis P. Steinberg............... 41,000 2.70% $ 19.75 6/3/07 $ 509,247 $ 1,290,533
Verl R. Topham.................... 35,000 2.31% $ 19.75 6/3/07 $ 434,723 $ 1,101,674
</TABLE>
- ------------------------
(1) All options become exercisable for one-third of the shares covered by the
option on each of the first three anniversaries of the grant date. The grant
date for each option shown in the table above was June 3, 1997. All options
become fully exercisable upon termination of the optionee's employment
within two years after a "change in control" of the Company or an "employer
disposition," each as defined in the applicable option agreement. A "change
in control" generally includes (a) the acquisition by any person of 20% or
more of the Company's common stock and (b) the election of a new majority of
the Company's directors without the approval of the incumbent directors. An
"employer disposition" generally includes a disposition by the Company of
all of its equity ownership in the optionee's employer.
OPTIONS EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE MONEY
OPTIONS AT OPTIONS AT FY-
FY-END(#) END (#)
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE(#) REALIZED($) UNEXERCISABLE UNEXERCISABLE
- ----------------------------------------------------- --------------- ----------- ------------- --------------
<S> <C> <C> <C> <C>
Frederick W. Buckman................................. -- -- 0/165,000 $ 0/1,247,813
Richard T. O'Brien................................... -- -- 0/41,000 $ 0/310,063
John A. Bohling...................................... -- -- 0/41,000 $ 0/310,063
Dennis P. Steinberg.................................. -- -- 0/41,000 $ 0/310,063
Verl R. Topham....................................... -- -- 0/35,000 $ 0/279,813
</TABLE>
15
<PAGE>
SEVERANCE ARRANGEMENTS
The Executive Severance Plan provides severance benefits to certain
executive level employees who are designated by the Personnel Committee, in its
sole discretion. To qualify for severance benefits, the executive must have
separated from employment either (a) as a voluntary termination within 30 days
after a material alteration in the eligible executive's assignment or
compensation that has a detrimental impact on the eligible executive, as
determined by the Company; or (b) in a Company-initiated termination other than
for cause. A material alteration in assignment is (a) a material reduction in
the scope of duties and responsibilities; and (b) a material reduction in
authority; and (c) a new assignment not designed by the chief executive officer
of the Company as one with unique strategic importance; and (d) an assignment
not reasonably expected to provide a meaningful training opportunity to enhance
opportunities for advancement. A material alteration in compensation is a
reduction in annualized base salary and target bonus opportunity of at least 15
percent when such change is not the result of a general reduction in executive
compensation for reasons unrelated to the executive's assignment. In the 18
month period following a change in control, a material alteration in position
occurs in the event of any of the following: (a) a change in reporting
relationship to a lower level; or (b) a material reduction in the scope of
duties and responsibilities; or (c) a material reduction in authority. For the
24 month period after a change in control, "cause" for termination is defined as
gross misconduct, gross negligence or conduct which indicates a reckless
disregard for the consequences that has a material adverse effect on the Company
or its affiliates. For any other period, "cause" is determined by the Company in
its discretion and by the Personnel Committee in the event an executive appeals.
The Executive Severance Plan does not apply to terminations for reasons of
normal retirement, death or total disability, termination for cause or voluntary
termination other than as described above. Executives named in the Summary
Compensation Table are eligible for severance payment equal to twice the
executive's total cash compensation, three months health insurance benefits, and
outplacement benefits. Total cash compensation is defined as annualized base
salary, target annual incentive opportunity and annualized auto allowance as in
effect on the earlier of a material alteration or termination.
RETIREMENT PLANS
The Company and most of its subsidiaries have adopted noncontributory
defined benefit retirement plans ("Retirement Plans") for their employees (other
than employees subject to collective bargaining agreements that do not provide
for coverage). Certain executive officers, including the executive officers
named in the Summary Compensation Table, are also eligible to participate in the
Company's non-qualified Supplemental Executive Retirement Plan ("SERP"). The
following description assumes participation in both the Retirement Plans and the
SERP. Participants receive benefits at retirement payable for life based on
length of service with the Company or its subsidiaries and average pay in the 60
consecutive months of highest pay out of the last 120 months, and pay for this
purpose would include salary and bonuses as reflected in the Summary
Compensation Table above. Benefits are based on 50% of final average pay plus up
to an additional 15% of final average pay depending upon whether the Company
meets certain performance goals set for each calendar year by the Personnel
Committee. Actuarially equivalent alternative forms of benefits are also
available at the participant's election. Retirement benefits are reduced to
reflect Social Security benefits as well as certain prior employer retirement
benefits. Participants are entitled to receive full benefits upon retirement
after age 60 with at least 15 years of service. Participants are also entitled
to receive reduced benefits upon early retirement after age 55 and at least five
years of participation or after age 50 and at least 15 years of service.
16
<PAGE>
The following table shows the estimated annual retirement benefit payable
upon retirement at age 60 as of January 1, 1998. Amounts in the table reflect
payments from the Retirement Plans and the SERP combined.
ESTIMATED ANNUAL PENSION AT RETIREMENT(1)
<TABLE>
<CAPTION>
FINAL AVERAGE YEARS OF SERVICE(2)
ANNUAL PAY AT ----------------------------------------------
RETIREMENT DATE 5 15 25 30
- --------------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
$ 200,000 $ 36,666 $ 130,000 $ 130,000 $ 130,000
400,000 73,332 260,000 260,000 260,000
600,000 109,998 390,000 390,000 390,000
800,000 146,664 520,000 520,000 520,000
1,000,000 183,330 650,000 650,000 650,000
</TABLE>
- ------------------------
(1) The benefits shown in the table above assume that the individual will remain
in the employ of the Company until retirement at age 60, that the plans will
continue in their present form and that the Company achieves its performance
goals under the SERP in all years. Amounts shown above do not reflect the
Social Security offset.
(2) The number of credited years of service used to compute benefits under the
plans for Messrs. Buckman, O'Brien, Steinberg, Bohling and Topham are 4, 14,
19, 30 and 25, respectively.
SECTION 16(A)
BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of the Company's Common Stock,
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. Based solely on reports and
other information submitted by executive officers and directors, the Company
believes that during the year ended December 31, 1997, each of its executive
officers, directors and persons who own more than 10% of the Company's Common
Stock filed all reports required by Section 16(a), except that reports for
William C. Brauer, Paul G. Lorenzini, Michael J. Pittman and Verl R. Topham were
filed late due to a clerical error in February 1997.
ANNUAL REPORT
The Company's Annual Report for the year 1997 is being mailed to
shareholders with this proxy statement.
METHOD AND COST OF SOLICITING PROXIES
The cost of the solicitation of proxies will be paid by the Company. In
addition to solicitation by mail, employees of the Company may request the
return of proxies personally, by telephone or telegraph. The Company will, on
request, reimburse brokers and other persons holding shares for the benefit of
others for their expenses in forwarding proxies and accompanying material and in
obtaining authorization from beneficial owners of the Company's stock to execute
proxies. In addition, the Company has retained Georgeson & Company, Inc. to aid
in the solicitation at a fee not to exceed $18,000 plus expenses.
17
<PAGE>
OTHER MATTERS
SHAREHOLDER PROPOSALS TO BE INCLUDED IN THE COMPANY'S PROXY STATEMENT. A
shareholder proposal to be considered for inclusion in proxy material for the
Company's 1999 Annual Meeting must be received by the Company not later than
December 1, 1998.
SHAREHOLDER PROPOSALS NOT IN THE COMPANY'S PROXY STATEMENT. Shareholders
wishing to present proposals for action at this annual meeting or at another
shareholders' meeting must do so in accordance with the Company's Bylaws. A
shareholder must give timely notice of the proposed business to the Secretary.
To be timely, a shareholder's notice must be in writing, delivered to or mailed
and received at the principal executive offices of the Company not less than 60
days nor more than 90 days prior to the meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made, notice by the shareholder, to be timely, must be received no
later than the close of business on the tenth day following the earlier of the
day on which such notice of the date of the meeting was mailed or such public
disclosure was made. For each matter the shareholder proposes to bring before
the meeting, the notice to the Secretary must include (i) a brief description of
the business desired to be brought before the meeting and the reasons for
conducting such business at the meeting, (ii) the name and address of the
shareholder proposing such business, (iii) the class and number of shares of the
Company which are beneficially owned by the shareholder and (iv) any material
interest of the shareholder in such business. If the shareholder is not a
shareholder of record at the time of giving the notice, the notice must be
accompanied by appropriate documentation of the shareholder's claim of
beneficial ownership. The officer presiding at the meeting may, if in the
officer's opinion the facts warrant, determine that business was not properly
brought before the meeting in accordance with the Company's Bylaws. If such
officer does so, such officer shall so declare to the meeting and any such
business not properly brought before the meeting shall not be transacted.
SHAREHOLDER NOMINATIONS FOR DIRECTORS. Shareholders wishing to directly
nominate candidates for election to the Board of Directors must do so in
accordance with the Company's Bylaws by giving timely notice in writing to the
Secretary as defined above. The notice shall set forth (a) as to each person
whom the shareholder proposes to nominate (i) all information relating to such
person that is required to be disclosed in proxy solicitations pursuant to
Regulation 14A under the Exchange Act and (ii) the written consent of such
person to be named in the proxy statement as a nominee and to serve as a
director if elected and (b) as to the shareholder giving the notice (i) the name
and address of such shareholder and (ii) the class and number of shares of the
Company which are beneficially owned by such shareholder. If the shareholder is
not a shareholder of record at the time of giving the notice, the notice must be
accompanied by appropriate documentation of the shareholder's claim of
beneficial ownership. No person shall be eligible to serve as a director of the
Company unless nominated in accordance with the procedures set forth in the
Bylaws. The officer presiding at the meeting may, if in the officer's opinion
the facts warrant, determine that a nomination was not made in accordance with
the procedures prescribed by the Bylaws. If such officer does so, such officer
shall so declare to the meeting and the defective nomination shall be
disregarded.
OTHER BUSINESS. While the Notice of Annual Meeting of Shareholders provides
for the transaction of such other business as may properly come before the
meeting, the Board of Directors has no knowledge of any other matters to be
presented at the meeting other than a proposal which may be submitted by a
shareholder owning five shares of the Common Stock of the Company. This
proposal, which has been omitted from this proxy statement because it does not
comply with the rules of the Securities and Exchange Commission, would require
the Company to (a) sell all of its stock holdings in The Energy Group plc
("TEG"), (b) withdraw the Company's tender offer to acquire TEG, and (c) provide
a public report detailing, among other things, greenhouse gas emissions from the
Company's products, actions proposed by the Company to reduce greenhouse
emissions and the financial exposure of the Company for damages from climate
change. If this proposal or any other business should properly come before the
18
<PAGE>
Annual Meeting, the shares represented by the proxies solicited hereby may be
discretionarily voted on such business in accordance with the judgment of the
persons named in the proxy card to the extent allowed by the rules of the
Securities and Exchange Commission, unless otherwise indicated on the proxy
card. The persons named in the proxy card intend to vote against the proposal
noted above pursuant to this discretionary authority.
Whether or not you expect to be present at the meeting, please sign the
accompanying form of proxy and return it promptly in the enclosed stamped return
envelope.
By Order of the Board of Directors
Sally A. Nofziger
VICE PRESIDENT AND CORPORATE SECRETARY
19
<PAGE>
PacifiCorp Proxy
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS ON MAY 13, 1998
The undersigned hereby appoints Frederick W. Buckman, C. Todd Conover
and Keith R. McKennon and each of them, proxies with power of substitution,
to vote in behalf of the undersigned at the Annual Meeting of Shareholders of
PacifiCorp on May 13, 1998, and at any adjournment thereof, all shares of the
undersigned in PacifiCorp. The shares represented by this proxy will be
voted in accordance with instructions, if given. If no instructions are
given, they will be voted for the directors and the auditor. The proxies may
vote in their discretion as to other matters that may come before the
meeting.*
Item 1. Election of Directors
Nominees: Class II Kathryn A. Braun, Robert G. Miller,
Alan K. Simpson, Verl R. Topham
____ FOR (to withhold your vote for a particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the
nominee's name in the list above)
____ WITHHOLD
____ FOR ALL EXCEPT
Item 2. Approval of Deloitte & Touche LLP as Auditor
FOR ___ AGAINST ___ ABSTAIN ___
(The Board of Directors recommends a vote FOR Items 1 and 2.)
*PACORP, as custodian under the Company's Dividend Reinvestment and Stock
Purchase Plan, Bankers Trust Company of California, as trustee under the
Company's K Plus Employee Savings and Stock Ownership Plan and Trust, are
instructed to execute a proxy, with identical instructions, for any shares
held for my benefit.
PLEASE SIGN ON OTHER SIDE AND RETURN PROMPTLY
<PAGE>
(Continued from other side)
Receipt is acknowledged of the notice and proxy statement relating to this
meeting.
Signature Date Signature if held jointly Date
IMPORTANT: Please sign exactly as name appears above. Joint owners
should each sign. When signing as attorney, executor, administrator, trustee
or guardian, please give full title as such.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
To facilitate meeting arrangements, please indicate number of persons in your
party planning to attend. _____
